Master Services Agreement (MSA)
Terms and Conditions
This Master Services Agreement (“Agreement”) is entered into as of the Effective Date by and between: Alpha POS Services, Inc. – 27w291 Geneva Rd., Suite J Winfield, IL 60190 (“Company” or “Alpha POS Services”) AND Client (“Client”).
1. Services
Alpha POS Services agrees to provide outsourced services, including but not limited to Support, Onboarding, and Account Management, as described in any Statements of Work (“SOW”) executed under this Agreement. These services may also be provided to the Client’s clients, as specified in the applicable SOW.
2. Term and Renewal
- Agreement Term: This Agreement will commence on the Effective Date and continue for one (1) year, automatically renewing for successive one (1) year terms unless either party provides written notice of non-renewal at least 60 days prior to the end of the current term.
- Termination for Convenience: Either party may terminate this Agreement for convenience upon 60 days’ written notice to the other party. Alpha POS Services may terminate at its sole discretion.
3. Fees and Payment Terms
- Fees: The Client agrees to pay Alpha POS Services the fees for services as outlined in each applicable SOW. Fees will not increase by more than 5% annually, unless there are increased costs outside of Alpha POS Services’ control (e.g., taxes, regulatory fees, third-party vendor costs).
- Invoicing and Payment: Invoices will be issued monthly, and payment is due 30 days from the invoice date. Clients opting for annual payments will receive a 15% discount.
- Late Payments: Overdue invoices will accrue interest at 2% per month or the maximum amount permitted by law, whichever is greater.
4. Confidentiality and Data Protection
Both parties agree to maintain the confidentiality of all proprietary, client-related, or sensitive information disclosed during the term of this Agreement (“Confidential Information”). This includes but is not limited to trade secrets, client lists, and non-public business processes.
Each party shall ensure the continued protection and compliance with applicable laws, both during and after the term of this Agreement.
5. Intellectual Property
All intellectual property rights, including but not limited to trademarks, copyrights, and patents, created or used by Alpha POS Services in providing services shall remain the property of Alpha POS Services.
The Client grants Alpha POS Services a non-exclusive, royalty-free license to use the Client’s trademarks, logos, and branding materials for marketing and promotional purposes, consistent with the Client’s brand guidelines (if provided).
6. Warranties and Disclaimers
- Service Warranties: Services will be performed in a professional and workmanlike manner and in accordance with industry standards.
- Disclaimer of Warranties: Except as expressly provided, Alpha POS Services makes no other warranties, including implied warranties of merchantability or fitness for a particular purpose.
- Liability for Data Breaches: Liability for data breaches or cybersecurity incidents is limited as outlined in Section 8.
7. Indemification
- The Client agrees to indemnify and hold harmless Alpha POS Services from any claims arising from:
- Misuse of services
- Breach of this Agreement
- Violation of applicable laws
- Both parties agree to indemnify, defend, and hold harmless each other from claims arising from gross negligence or willful misconduct.
8. Limitation of Liability
Neither party shall be liable for any indirect, incidental, special, or consequential damages, even if advised of the possibility.
Alpha POS Services’ total liability shall not exceed the total fees paid under the applicable SOW, except in cases of gross negligence or willful misconduct.
9. Miscellaneous
Non-Solicitation:
The Client agrees not to solicit, hire, or engage Alpha POS Services’ employees for a period of three (3) years following termination of this Agreement.
Amending or Adding SOWs:
New SOWs or amendments require mutual written consent and will fall under the terms of this Agreement.
Exclusivity:
Any exclusivity clauses will be detailed in the applicable SOW.
Order of Precedence:
In case of conflicts between this Agreement and an SOW, the SOW terms will prevail.
Binding Arbitration:
Disputes will be resolved through binding arbitration under the American Arbitration Association, with the venue in DuPage County, Illinois.
Remedies for Breach:
Alpha POS Services may suspend services or pursue legal remedies in response to a material breach by the Client.
Entire Agreement:
This Agreement, along with any executed SOWs, constitutes the entire agreement between the parties.
Amendments:
Amendments must be in writing and signed by both parties.
Assignment:
Neither party may assign this Agreement without prior written consent.
Notices:
All notices must be in writing and sent to:
- Alpha POS Services: legal@growwithbravo.com
- Client: As specified in the applicable SOW
Severability:
If any provision is found unenforceable, the remaining provisions remain in full force.
Counterparts:
This Agreement may be executed in counterparts, each treated as an original.
